UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 1, 2006
Manhattan Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-32639 36-3898269
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
810 Seventh Avenue, 4th Floor 10019
(Address of principal executive offices) (Zip Code)
(212) 582-3950
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
The disclosures set forth in Item 5.02 are hereby incorporated by
reference to this Item 1.01.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Effective as of February 1, 2006, Manhattan Pharmaceuticals, Inc. (the
"Company") appointed Alan G. Harris, MD, PhD as its Chief Medical Officer. Prior
to joining Manhattan Pharmaceuticals, Dr. Harris was the Head of the Worldwide
Medical Endocrine Care group at Pfizer, Inc. from January 2004 to December 2005.
From February 1995 to December 2003, Dr. Harris served in various capacities at
Schering-Plough Corporation in Kenilworth, NJ, including Vice President, Global
Healthcare Research & Outcomes from approximately October 2003 to December 2003,
Senior Director Medical & Scientific Affairs for Schering-Plough's Phase IV
Research Unit from February 1998 to October 2003 and Medical Director from
February 1995 to February 1998. Dr. Harris also served as International Clinical
Project Leader for Sandoz Pharmaceuticals Ltd. (Novartis) in Basel, Switzerland
from November 1984 to December 1991. Dr. Harris currently serves as adjunct
professor of medicine at NYU Medical School and is a visiting professor of
medicine in the Department of Endocrinology at Liege University Medical School
in Belgium and the Department of Pharmacology and Clinical Toxicology at the
University Hospital of Lausanne in Switzerland. He is a Fellow of the American
College of Physicians, the Royal College of Physicians (UK) and the American
College of Clinical Pharmacology. He currently serves as trustee of the Hospital
for Joint Diseases, NYU Medical Center. Dr. Harris received his MD degree cum
laude from the Louis Pasteur Faculty of Medicine, University of Strasbourg,
France and his PHD in Endocrinology from Erasmus University, Rotterdam, The
Netherlands.
The Company and Dr. Harris entered in an Employment Agreement dated
January 26, 2006 (the "Agreement") whereby Dr. Harris will serve as the
Company's Chief Medical Officer for a period of three years commencing on
February 1, 2006 and will receive in exchange for his services: (i) an annual
base salary of $275,000; (ii) a guaranteed cash bonus of $50,000, payable in two
equal installments on the six-month and one-year anniversary of the Agreement,
respectively, provided that Dr. Harris is employed by the Company on each such
date; (iii) an annual milestone bonus on each anniversary of the Agreement
during the term of the Agreement in an amount up to 30% of Dr. Harris' base
salary, at the discretion of the Chief Executive Officer and the Board; and (iv)
an option to purchase 300,000 shares of the Company's common stock at an
exercise price equal to the last closing sale price of the Company's common
stock on February 1, 2006, such options to vest in equal amounts over three
years and be purchasable for a 10-year term. The Agreement also contains
customary provisions relating to confidentiality, work-product assignment,
non-competition and non-solicitation. In the event Dr. Harris' employment is
terminated upon a change of control of the Company and the fair market value of
the Company's common stock, as determined in the good faith discretion of the
Board of Directors of the Company, is less than $40,000,000 on the date of the
change of control, Dr. Harris shall continue to receive his base salary and
benefits for a period of three months from the date of termination. In the event
such termination is for a reason other than for cause or pursuant to a change of
control of the Company, Dr. Harris shall be entitled to receive his base salary
for a period of six months from the date of termination.
A copy of the Company's press release dated February 1, 2006 is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits
Ex. No. Description
------ -----------
99.1 Press Release dated February 1, 2006.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MANHATTAN PHARMACEUTICALS, INC.
Date: February 1, 2006 By: /s/ Nicholas J. Rossettos
-----------------------------------
Nicholas J. Rossettos
Chief Financial Officer
EXHIBIT INDEX
Ex. No. Description
- ------- -----------
99.1 Press release dated February 1, 2006.
EXHIBIT 99.1
[Letterhead of Manhattan Pharmaceuticals, Inc.]
Contact: Nicholas J. Rossettos, CPA Thomas Redington
Chief Financial Officer Redington, Inc.
Manhattan Pharmaceuticals, Inc. 203/222-7399
212/582 3950 212/926-1733
MANHATTAN PHARMACEUTICALS NAMES
ALAN HARRIS CHIEF MEDICAL OFFICER
---------------------------------
NEW YORK, NY FEB. 1, 2006 - Manhattan Pharmaceuticals, Inc.
(AMEX: MHA) announced that Alan G. Harris, MD, PhD has been named
Chief Medical Officer of the company.
Dr. Harris brings more than 20 years of experience in clinical
drug development. Beginning in 2004, Dr. Harris was head of the
Worldwide Medical Endocrine Care group at Pfizer, Inc. (New York, NY)
where he oversaw the clinical development of the growth hormone
Genotropin(R), the growth hormone antagonist Somavert(R), and the
leading international medical outcomes database containing information
about growth hormone treatment in children (KIGS) and adults (KIMS).
Prior to that he served in a number of capacities at Schering-Plough
Corporation (Kenilworth, NJ) from 1995 to 2004, most recently as vice
president, Global Healthcare Research & Outcomes.
While at Schering-Plough, Dr. Harris directed the company's
Medical Affairs clinical research efforts in the development of
products for the treatment of allergic and respiratory diseases,
hypercholesterolemia, and hepatitis.
Dr. Harris served as International Clinical Project Leader for
Sandoz Pharmaceuticals Ltd. (Novartis) in Basel, Switzerland where he
developed octreotide (Sandostatin(R)), the first clinically useful,
long-acting somatostatin analog approved worldwide for the treatment of
gastrointestinal endocrine tumors and acromegaly. His additional
research activities at Sandoz were focused on the role of somatostatin
analogs in gastrointestinal and liver diseases, oncology, diabetes
mellitus, cardiovascular diseases and neurology.
"We are delighted to have an individual with Alan's background
join us," said Douglas Abel, president and chief executive officer of
Manhattan Pharmaceuticals. "He is a proven leader and an expert in
clinical development strategy. His skills will be extremely valuable as
we continue to advance our product candidates."
Dr. Harris received an MD degree cum laude from the Louis Pasteur
Faculty of Medicine, University of Strasbourg, France and a PhD in
Endocrinology from Erasmus University, Rotterdam, The Netherlands. His
distinguished academic career includes current positions as adjunct
professor of medicine at NYU Medical School and visiting professor of
medicine in the Department of Endocrinology at Liege University Medical
School, Belgium and in the department of Pharmacology and Clinical
Toxicology at the University Hospital of Lausanne, Switzerland.
EXHIBIT 99.1
Dr. Harris is a Fellow of the American College of Physicians, the
Royal College of Physicians (UK), and the American College of Clinical
Pharmacology. He serves as trustee of the Hospital for Joint
Diseases-NYU Medical Center and is the author of several hundred
publications, including peer-reviewed scientific papers, abstracts,
books, reviews and editorials in the fields of endocrinology, oncology,
cardiology, immunology, and respiratory medicine.
About Manhattan Pharmaceuticals, Inc.
Manhattan Pharmaceuticals, Inc. (www.manhattanpharma.com), a
development-stage pharmaceutical company, acquires and develops
proprietary prescription drugs for large, underserved patient
populations. In view of the worldwide obesity epidemic, the company is
developing OE, an orally administered novel therapeutic for weight
loss. To meet the needs of other major, underserved medical markets
while lowering development risks, Manhattan Pharmaceuticals also
developing PTH (1-34), a peptide believed to be a regulator of
epidermal cell growth, for psoriasis and Propofol Lingual Spray, a
convenient, proprietary lingual spray formulation of propofol, the
world's best-selling general anesthetic, as a sedative-hypnotic for use
during diagnostic and therapeutic procedures.
# # #
This news release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are valid only as of today, and we disclaim any obligation
to update this information. These statements are subject to known and
unknown risks and uncertainties that may cause actual future experience
and results to differ materially from the statements made. These
statements are based on our current beliefs and expectations as to such
future outcomes. Drug discovery and development involve a high degree
of risk. Factors that might cause such a material difference include,
among others, uncertainties related to the ability to attract and
retain partners for our technologies, the identification of lead
compounds, the successful preclinical development thereof, the
completion of clinical trials, the FDA review process and other
governmental regulation, our pharmaceutical collaborator's ability to
successfully develop and commercialize drug candidates, competition
from other pharmaceutical companies, product pricing and third party
reimbursement, and other factors described in our filings with the
Securities and Exchange Commission.
2/1/06